THE MASK OF

ZORRO
Story Outline - 3/11/94

The opening sequence is told through the eyes of two

young brothers, ALEJANDRO and JOAQUIN MURIETTA. It
takes place in Alta California, 1822. Mexico is
about to win its independence. The Spanish Viceroy
of California, MONTERO, realizes his time is up. He
has ordered the execution of all political
prisoners. The boys sneak into the town square to
watch the hangings.

But Montero is foiled again by ZORRO, who sails in

and frees the prisoners. Completely heroic, a black
apparition in the moonlight, Alejandro and Joaquin
watch him in wonderment. But Montero was counting on
Zorro's arrival; more soldiers wait in ambush. Zorro
is unaware of the trap.

Alejandro and Joaquin give warning. Zorro defeats

the soldiers. He thanks the brothers, and presents
them with the medallion he wears around his neck,
and then he is gone. Joaquin, the eldest, claims the
medallion over his little brother's objections.
Joaquin also finds an abandoned sword ...

Zorro rides back to his secret cave behind the

waterfall. He emerges in his hacienda as Don DIEGO
DE LA VEGA, a wealthy caballero with a wife,
ESPERANZA, and two-year-old daughter, ELENA. He
starts to tell Elena what he did that night, but
Esperanza points out that she's not paying
attention. Diego says that someday, she will listen
to his stories.

Suddenly, Montero invades his home with a company of

soldiers. He hates Diego. They were rivals for the
love of Esperanza, who chose Diego. Also, Diego
supported Mexico in the revolution. Montero's last
act as Viceroy will be to send Diego to prison --
for being Zorro! (Montero plants the proof -- he
doesn't really know the truth.)

Montero is surprised when mild-mannered Diego grabs

a sword and fights him -- very skillfully. A soldier
takes aim at Diego. With daring and courage,
Esperanza saves Diego. She, too, is expert with a
sword. But then a shot rings out -- and Esperanza
crumples, dead. As one, Diego and Montero lunge, two
blades piercing the heart of the soldier who shot
her.

Diego drops his sword, cradles Esperanza in his arms

-- and Montero
 The Mask of Zorro - Elliott/Rossio - March 9, 1994 - Page 1

knocks him unconscious. Diego awakens in chains. The

hacienda is in flames. Montero holds Elena, who is
crying. "Esperanza should have been mine, de la
Vega," he says. "And this daughter should have been
my daughter." He leans close. "Willbe my daughter."
Montero vows to raise her as his own while Diego
rots in prison. Diego is helpless to prevent it.

Time passes. Joaquin and Alejandro, older but still

kids, attempt to rob a trading post. They wear
masks; Joaquin brandishes his found sword. The boys
idolize Zorro, but remember only the daring outlaw,
not the fighter of injustice. A soldier on the
premises laughs at them, and tells them that Zorro
is in jail -- where they'll soon end up. He advances
menacingly on Joaquin -- but Alejandro steals his
pistol. The boys succeed in the daring robbery, and
set out on their lives as bandits.

The story next takes us to Spain; we get a sense of

scope, of destinies coming together. A Gypsy with a
sword attacks a young woman: it is Elena, grown up,
in her early twenties, beautiful. She duels with the
man, but ultimately falls for a feint. He corrects
her; this has been a lesson.

The Gypsy tells her she has a natural gift. "My

father is an expert swordsman." Elena knows she is
not the model daughter her model father, Montero,
deserves. She is torn: something in her drives her
to defy convention, and do things like learn to
fence from Gypsies.

Late, Elena rides for home, changing from her more

mannish fencing clothes into a beautiful dress as
she goes. The last thing she does is turn so she is
riding sidesaddle. Montero is waiting for her. He
tells her that his plans are coming to fruition, and
she is to return to California with him. Elena is
pleased; there is a genuine bond between them. She
looks forward to "seeing California for the first
time."

At the mission in Monterey, an old man with a limp

is offered food in exchange for his menial labor. He
asks for only half the food, and the rest of his
payment in pesos. He is saving his money to buy
 passage to Spain. It is Diego. Then he hears that
Montero is returning to Monterey.

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Montero's homecoming is a huge, pomp-and-

circumstance event. Torches light the beach as
Montero steps off the boat, welcomed by important,
influential men who nonetheless defer to Montero: he
is a monarch returning home.

In the crowd, Diego focuses on Montero. He moves

toward him as Montero greets his welcoming party. A
knife appears in Diego's hand. Murder in his eye. He
closes in --

A voice calls "Father!" Diego and Montero turn.

Elena steps through the crowd. Diego instantly
recognizes her. She moves past him, into Montero's
arms. Calls him 'Father' again. Diego's resolve
disappears. He is devastated. The knife slips from
his fingers. He realizes Elena loves Montero. He
cannot just kill him in front of her. Diego turns,
vanishes.

Elsewhere, Captain HARRY LOVE and his soldiers

pursue Alejandro, Joaquin and their gang, including
THREE-FINGERED JACK. The gang splits up. Some are
captured. Joaquin turns to face Love. Love is an
experienced cavalry soldier; with an expert riding
maneuver, he corners Joaquin and swings to lop off
his head -- we see the medallion as it flies free,
hitting the ground in a spatter of blood.

Alejandro sees his brother's death. He eludes

capture, returns to the scene. By then, his
brother's body has been taken away. The rising sun
glints off of something: the medallion.

In a cantina, Alejandro stares at the medallion as

he kills a bottle of wine, tears in his eyes. He
also has his brother's sword. Suddenly someone grabs
the medallion. "Where did you get this?" It is
Diego, half-drunk.

Alejandro tells him it was his brother's, who was

murdered. Alejandro has vowed to kill the man who
did it, using his brother's sword. Diego studies
Alejandro. "Revenge can have a very high cost," he
says -- then flashes his purse as he leaves.

Alejandro follows him -- exactly as Diego wanted.

Alejandro holds Diego at swordpoint, intending to
rob him. Using just his cane, Diego disarms
 Alejandro and turns the sword on him. Alejandro is
amazed at Diego's skill.

He begs Diego to teach him to use a sword. Diego

considers. He tells Alejandro that if he is going to
be in Alejandro's service as a

The Mask of Zorro - Elliott/Rossio - March 9, 1994 - Page 3

teacher, then Alejandro will also have to be in

service to him, no questions asked. Diego has his
own revenge to enact, and it will be a difficult
task. Alejandro can only see Love's blood spilling
onto the ground. Diego helps Alejandro up. The two
men shake hands on their agreement.

Diego takes Alejandro into the secret cave behind

the waterfall. Lit by torchlight, meager supplies
scattered around -- Diego has been living here. In
the middle of the dirt floor cave is a thirty-foot-
square floor of marble, inlaid with an intricate
design: Several circles within a large circle, with
various lines of radii intersecting. Alejandro
recognizes the design. It is the same one on his
medallion.

"You ... are Zorro?" he gasps. "No, I am not Zorro,"

says Diego. "Merely a caretaker." He demands
Alejandro give him his full attention. He orders him
to demonstrate a lunge. Alejandro does so. With a
slight nudge, Diego topples the off-balance
Alejandro. Diego sighs. "We have a lot of work ahead
of us."

Diego trains Alejandro. The circle inlaid on the

cave floor is from the old Spanish school of
swordplay, the vectors and lines of attack and
defense. It is also a central metaphor for the
story. Diego tells Alejandro that as his awareness
and skill increase, the circle becomes larger,
encompassing more of the world. This is one of
Zorro's secrets.

We intercut with scenes of Montero's machinations.

He reveals to the dons his grand vision: they will
purchase California from Mexico and create their own
nation. The Lone Star Republic of Texas is their
model. Some dons question the cost; their fortunes
pooled may not be enough to satisfy General Santa
Anna.
 Elena is paid court by Captain Love. Her duea, an
old Californian woman, teaches her the language of
the fan.

Alejandro's training continues. He is impatient for

results. Diego pretends that Alejandro is ready. In
celebration, Diego gets Alejandro drunk -- and then
comes another, unexpected exam. Drunk, dueling in a
cave lit only by moonlight through the waterfall,
Alejandro must defend himself.

The Mask of Zorro - Elliott/Rossio - March 9, 1994 - Page 4

In Monterey, Captain Love is giving a lecture on law

enforcement. Alejandro, in town for supplies,
attends. The room is jammed; Montero and Elena are
also in attendance. Love is an erudite, witty
speaker, as well as a lethal bastard. He unveils a
jar; inside is the head of Joaquin Murietta.

Everyone cranes forward; every face focuses on the

grisly display -- save two. Alejandro and Elena both
turn away -- and their eyes meet. A bolt-from-the-
blue moment. Afterward, Alejandro can barely contain
his hatred of Love -- even more so, when he sees
Love and Elena together.

Diego tells Alejandro that he must never let his

eyes betray him. Alejandro is distracted during this
lesson. His impatience and wild nature get the best
of him. That night, he slips out of the cave,
dressed as Zorro. In town he noticed a beautiful
black stallion, intended as a gift for Love.
Alejandro will steal it.

In the course of the theft, the horse bucks and

fights like a tornado, smashing through walls and
scattering soldiers. Freed from a jail cell are
several Indians, who see Zorro as their savior.
Zorro commandeers a wagon and leads the Indians to
the mission.

The padre promises to get the Indians to safety. In

the wagon, they discover bags of gold dust and
nuggets, which they split. The padre tells Zorro of
the 'disappeared ones,' Indians, peasants, even
vaqueros who have disappeared under Love's reign of
terror. Love's pursuit of Zorro nears the mission.

The padre tells Zorro of an old escape tunnel,

beneath the confessional. Zorro ducks inside. He
hears a voice from the other side: Elena. Believing
he is the padre, she tells Zorro her troubles. She
tries to be a proper gentlewoman but hates that
 role. She has a divided heart, and fears half of it
is too wild. Zorro counsels her, but is too
flirtatious. Even though they can only see each
others' eyes, their passion is undeniable. She
realizes it isn't the padre on the other side.

Love hauls her out of the confessional. His soldiers

blast the confessional to pieces. The door creaks
open. Zorro is gone.

The Mask of Zorro - Elliott/Rossio - March 9, 1994 - Page 5

Alejandro returns to the cave, where Diego paces

angrily. The appearance of Zorro has upset Diego's
timetable. His plan must be accelerated. Diego is
intrigued by the existence of the gold ore, and can
certainly put it to good use.

Alejandro and Diego adopt the identities of a young

gentleman and his servant. Diego forges papers
introducing Alejandro to Montero as the son of an
old Californian, and gives him a purloined signet
ring as proof. Elena's duea recognizes the ring,
confirming Alejandro's identity. He is invited to
the ball for Elena's birthday.

Diego tells Alejandro that by romancing Elena, he

will not only be helping Diego's cause, getting
closer to Montero, but also sticking it to Love.
Alejandro grins, "I like that part."

At the ball, Alejandro is impressive, despite having

problems with protocol that Diego must
surreptitiously help him with. Alejandro also
torments Diego, his 'servant,' payback for Diego's
training.

Elena does not care for the way Alejandro treats his
servant. But she is taken with the young noble when
they dance together, a very hot, seductive fandango.

During the dance, Diego slips away. He's suspicious

of all the dons present, knows there is more to this
than a simple birthday party. He finds evidence of
the smelting of gold ore, discovers a secret
passage. He withdraws without investigating it
further.

The dance ends with Alejandro and Elena tightly

embraced, breathing hard, barely within decorum.
Love watches, seething. Montero, though, is
delighted with Alejandro's obvious breeding and
respect for old Spanish court life. He mentions to
Love he will invite Alejandro into their circle. But
 Love is suspicious; he remembers that Joaquin
Murietta had a brother named Alejandro.

Alejandro is invited to Montero's estate. Love sits

across the table from him, and talks about how
ancient warriors would cannibalize their slain
enemies, absorbing their essence. Love believes he
has the ability to know a man's mind by watching his
eyes -- and he suspects Alejandro. Love suddenly
produces the jar with Joaquin's head in it.

The Mask of Zorro - Elliott/Rossio - March 9, 1994 - Page 6

Alejandro does not flinch. In fact, he one-ups Love

-- and drinks the brine from the jar. To Love's
disappointment, he has passed his test.

Blindfolded, Alejandro and the other dons are taken

to see Montero's secret source of wealth: a gold
mine, chained men working it. Several dons worry
that this is slavery. Love explains that the men are
all law-breakers, sentenced to hard labor. But
something is amiss; Alejandro notices children's
footprints, an old woman's cane, etc. The mystery of
the 'disappeared ones' has been explained. Montero
is forcing more than just criminals to work this
mine.

Suddenly, one of the miners breaks from line, runs

toward the dons. Guards shoot him down. It is Three-
Fingered Jack, one of Alejandro's old gang. He dies,
one hand extended toward Alejandro -- a hand missing
two fingers. Love notices it, scowls. As the
blindfolds are put back on, Montero stresses the
need for secrecy. They cannot allow a gold rush
until they are in control.

Zorro breaks into Montero's estate to investigate

the passage Diego discovered. He finds a secret
room. Magnificent, everything made of gold. Gold
conquistador armor. He discovers an orb and scepter,
and several gold coins bearing Montero's visage:
Emperor of California and Mexico.

Montero and Love interrupt him. Zorro seemingly

disappears. He overhears them talk of conquest:
Montero, once in power, intends to wage war on
Mexico. Zorro steals the pouch with the map to the
mine in it. Discovered, he must escape. Montero
cannot allow his plans made public.
 Elena discovers Zorro in her room. Angry at his
intrusion and his game in the confessional, she
finds her sword. He laughs -- but a sword slash cuts
the sleeve of his shirt. They duel, slicing each
other's clothes. She uses her fan as second weapon,
flashing it for diversion and using it to deflect
his blade. Ultimately, he disarms her. Breathing
heavily, she waits for his next move.

Soldiers smash down the door. With a nod of his

head, Zorro springs out the window. Montero is
shocked. He grills Elena: "Was he an old man?" "No,
he was definitely young ... very physical." Montero
is scared, shaken ... but not so shaken to ask,
"Where did you learn to fence?"

The Mask of Zorro - Elliott/Rossio - March 9, 1994 - Page 7

Zorro must still escape from the estate. Pursued by

Love and his soldiers, Zorro is chased, ultimately
trapped on a high bridge. He draws his sword, ready
to make a last stand. Tornado has other ideas. The
horse leaps from the bridge into the river below.
The soldiers believe Zorro is the bravest man they
ever saw. Zorro believes his horse is insane.

Love finds the pouch, empty. The map must have been
swept away.

Alejandro returns to the cave. He cannot find Diego.

He follows the cave farther back, up a passage. He
emerges in the cellar of a burned-out hacienda. He
recognizes it as the de la Vega estate.

Diego sits in what used to be Elena's room.

Alejandro confronts him. He feels ready to take on
Love. He is tired of being in the dark, of not
knowing the purpose of Diego's machinations. Diego
tells him that he cannot abandon his line of attack
-- or their agreement. Alejandro sees more is going
on than just simple revenge -- his circle is
expanding.

Diego tells him that they are reaching a critical

point. If Alejandro's false identity is discovered,
he should tell them he is a de la Vega. Alejandro
reluctantly agrees.

General SANTA ANNA arrives from Mexico, already

sitting astride his white horse as the his longboat
nears the beach. He is presented with the Articles
of Confederation, signed by the dons allowing
 Montero to buy California in their names. Santa Anna
agrees to sell California to Montero, but has one
worry: rumors of a large gold strike. It would make
no sense to sell El Dorado, would it?

Fearing discovery, Montero orders Love to destroy

the mine -- with the miners and guards inside. And
once the dons have signed their lands over to the
new country, they will be disposed of as well.
Montero will control California and its resources.

At the El Dia de la Muerta celebration, Montero

receives a letter that reveals Alejandro's false
identity. Alejandro admits his duplicity, and (as
instructed) says he is the illegitimate son of Diego
de la Vega -- whom he hates. He used an alias to
hide his shame.

The Mask of Zorro - Elliott/Rossio - March 9, 1994 - Page 8

Montero is apoplectic. He forbids Elena from ever

seeing Alejandro again. She protests she is in love
with him. Montero turns ashen, filled with a cold
wrath. He orders Elena locked away. He orders Love
to kill Alejandro.

Love drags Alejandro away, tells him he will die

trapped in the mine with the other prisoners when
they blow it up. But Alejandro is able to effect his
escape. He races into the woods, finds cover. He
must remain absolutely silent as soldiers search for
him.

Suddenly Alejandro is startled -- very close to him,

staring straight at him warily is a silver fox.
Alejandro stares back at it. It is a silent, weird,
defining moment, a moment of destiny for Alejandro.
The soldiers clatter past, and the moment is past.
The fox leaps quietly away.

Elena's duea discovers the young woman as she's

about to escape out her window. The old woman asks
where she is going. Elena tells her she intends to
find Alejandro, and leave California if she must.

The duea is overcome. She also hates the name de la

Vega -- her young husband was one of the soldiers
killed the night Diego was arrested. But for Elena
to marry her brother would be a sin and an affront
to God. She tells Elena the truth: Elena is also a
de la Vega, the daughter of Diego. Elena is
devastated, but knows it is true. She escapes out
through the window.
 Zorro finds her. He tells her that Montero must be
stopped. He has hidden something in her room that
will reveal his true nature to her -- the map to the
hidden gold mine. He entreats her to get them to
Santa Anna to stop the sale of California.

Soldiers pass by; Zorro pulls her into hiding, arms

around her -- almost like a dance embrace. Very
aware of each other. Recognition dawns on Elena's
face. "Alejandro," she says. His eyes have betrayed
him. He admits the truth, and declares his love. She
tells him it is impossible. "My true name is Elena
de la Vega," she says, and runs away.

Alejandro cannot follow. He must attempt to save the

people in the mine. On the way, he confronts Diego.
The old man has used him, manipulated the situation
to turn Elena against Montero. He knows

The Mask of Zorro - Elliott/Rossio - March 9, 1994 - Page 9

that Diego sent the letter that exposed his alias,

put him in danger. He planned it all from the
beginning. Diego has gained his revenge -- and his
daughter -- but without regard for anyone else. His
desire to hurt Montero caused him to also hurt
Elena.

Alejandro leaves Diego to stop Love from destroying

the mine. The two men meet, duel on horseback, their
steeds leaping and spinning, swords crashing.
Alejandro has the opportunity to pursue Love and
kill him -- but turns away. He must save the miners.
Alejandro has grown beyond his need for revenge.
Diego's teachings, and his experiences, have
transformed him into the true Zorro.

In a spectacular sequence, as the mine blows up

around him, Zorro battles soldiers and leads the
miners to freedom. They may end up subjects in
Montero's California, but they will still be alive
to fight.

Elena has found the map. A fire burns in the

fireplace. She cannot decide what to do -- burn the
map to save the man she has known and loved as her
father? Or deliver the map to Santa Anna? A figure
appears in her room. It is Diego. He holds a hand
out for the map. She makes her decision, gives the
map to him. "I never meant to harm you," he
whispers, then strides out the door.

Diego has learned from Alejandro; the pupil has

become the teacher. The story of two men's revenge
 has become the story of their redemption. The true
spirit of Zorro has been recaptured.

Diego bursts into Montero's study. The gold has been

delivered. Santa Anna is about to sign the papers
granting California to Montero. Diego demands the
sale be stopped, reveals the truth about Montero. He
gives Santa Anna the map. "Why should I believe
you?" asks the General. The answer: "My name is
Diego de la Vega."

Montero and Elena are shocked. Santa Anna remembers

the name as a supporter in Mexico's war for
independence. He tears up the sale documents -- and
will keep the gold. All hell breaks loose as Santa
Anna departs.

Montero attacks Diego. The two duel. At one point, a

soldier takes aim on the duelists. Elena intervenes
-- showing the same daring and courage her mother
possessed.

The Mask of Zorro - Elliott/Rossio - March 9, 1994 - Page 10

Alejandro rides back to the estate. Love ambushes

him at a river crossing. They duel on slippery
stones as the water rages around them. Love cannot
accept Zorro's earlier mercy, accuses him of
cowardice, befitting a man who hides behind a mask.
Alejandro reveals his true identity: Alejandro
Murietta, brother of Joaquin. He masterfully
outfights Love, and slays him, leaving his brother's
sword impaled in the man who killed him.

Diego battles Montero relentlessly, wearing him

down, disarming him. And then Montero grabs Elena,
puts a gun to her head. Diego immediately drops his
weapons. "You fool -- I wouldn't have hurt her,"
sneers Montero. "I couldn't take that chance," says
Diego -- and that's when Elena knows in her heart
who her true father is.

Elena shoves Montero as he fires, but the bullet

still strikes Diego. Montero scoops up his sword and
strides to Diego, prepares to administer thecoup de
grace--

Tears in her eyes, Elena shoves Diego's sword into

Montero. Montero turns. The last thing he sees is
the woman he loved as his daughter. He collapses,
dead.

Alejandro and Elena reunite. Diego will recover.

Elena is unsure of what her relationship to her real
father will be like. But she is willing to listen to
his story, about Montero, and her mother ... and
Zorro. "That is all I ever wanted," says Diego. "It
began twenty years ago, in Alta California ..."

And so Diego tells her the story he began when she

was two years old, the story he never finished. The
story of the legend of Zorro. The circle is
complete.